Terms of Service
These terms govern your use of the websites, products and services of Darvik Innovative Private Limited (“Darvik”, “we”, “us”). By using the services or signing an order form that references these terms, you (“Client”) agree to them.
1. Definitions
- Services — the software products and messaging automation services Darvik makes available, including Cargoroot, Shipit and WhatsApp Business Platform automation.
- Client Data — data the Client or its end customers submit to, or that is generated through, the Services.
- End Customer — a person the Client communicates with using the Services.
- Order Form — the written or electronic document recording scope, fees and term.
2. The Services
We will provide the Services described in the applicable Order Form with reasonable skill and care. Features may change as the Services develop; we will not materially reduce core functionality during a paid term without notice.
Messaging services depend on the WhatsApp Business Platform operated by Meta Platforms, Inc. and on the Client's own WhatsApp Business Account. We are not responsible for outages, policy changes, pricing changes, rate limits, account restrictions or template rejections imposed by Meta.
3. Client obligations
The Client is responsible for:
- Consent. Obtaining and keeping records of valid opt-in consent from every End Customer before any message is sent, as required by WhatsApp's policies and applicable law.
- Content. The accuracy, legality and suitability of all message content, templates and contact lists it supplies or configures.
- Compliance. Its own compliance with the WhatsApp Business Messaging Policy, Meta's Commerce Policy, and all applicable law, including data protection, consumer protection and telecom regulation.
- Accounts and credentials. Maintaining its own Meta and WhatsApp accounts, billing method, and business verification where required, and keeping login credentials secure.
- Fees payable to Meta. Where the Client's WhatsApp account is billed directly by Meta, those message charges are the Client's cost and are not included in our fees.
4. Acceptable use
The Client will not use the Services to send unsolicited bulk messaging, to send unlawful, deceptive, defamatory or infringing content, to impersonate any person or business, to attempt to gain unauthorised access to our systems, or to resell the Services without our written agreement. We may suspend the Services immediately where use creates legal risk, threatens platform stability, or breaches Meta's policies.
5. Fees and payment
- Fees, billing frequency and currency are set out in the Order Form. All fees are exclusive of GST and other applicable taxes, which the Client will pay.
- Invoices are payable within the period stated on the invoice. Overdue amounts may attract interest at the rate permitted by law, and we may suspend the Services on continued non-payment after written notice.
- Fees are non-refundable except where these terms expressly say otherwise.
6. Intellectual property
Darvik retains all rights in the Services, its software, designs and documentation. The Client retains all rights in Client Data and in its own trade marks and content. The Client grants us a limited licence to use Client Data only to provide, secure and support the Services.
7. Data protection
Our handling of personal data is described in our Privacy Policy. Where we process personal data on the Client's instructions, the Client acts as Data Fiduciary and Darvik as Data Processor, and the Client warrants it has the lawful basis to have that data processed. Where required, the parties will enter into a separate data processing agreement, which prevails over this clause on any conflict.
8. Confidentiality
Each party will keep the other's non-public information confidential, use it only to perform under these terms, and protect it with at least reasonable care. This does not apply to information that is public, independently developed, or required to be disclosed by law.
9. Warranties and disclaimer
Each party warrants it has the authority to enter into these terms. Except as expressly stated, the Services are provided “as is”. To the extent permitted by law we disclaim all other warranties, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Services will be uninterrupted or error-free, that any message will be delivered, or that any particular commercial result will follow.
10. Limitation of liability
Neither party is liable for indirect, incidental, special or consequential loss, or for loss of profit, revenue, goodwill or data, however arising. Each party's total aggregate liability arising out of or in connection with these terms is limited to the fees paid by the Client to Darvik in the twelve months preceding the event giving rise to the claim. Nothing in these terms limits liability that cannot lawfully be limited, including for fraud or wilful misconduct.
11. Indemnity
The Client will indemnify Darvik against claims, losses and reasonable costs arising from its message content, its contact lists, its failure to obtain End Customer consent, or its breach of clause 3 or 4.
12. Term, suspension and termination
- These terms run for the period in the Order Form and renew as stated there.
- Either party may terminate for material breach that is not remedied within 30 days of written notice.
- On termination the Client's access ends, unpaid fees for work performed fall due, and we will delete or return Client Data within 30 days on written request, except where the law requires us to retain it.
- Clauses on intellectual property, confidentiality, liability, indemnity and governing law survive termination.
13. Force majeure
Neither party is liable for failure to perform caused by events beyond its reasonable control, including acts of god, war, civil unrest, strikes, failure of public infrastructure or telecommunications, government action, or failure of a third-party platform on which the Services depend.
14. General
These terms, together with any Order Form, are the entire agreement between the parties on their subject matter. No variation is effective unless in writing. If any provision is unenforceable the rest remains in force. Neither party may assign these terms without the other's written consent, except to a successor of its business. Nothing here creates a partnership, agency or employment relationship.
15. Governing law and jurisdiction
These terms are governed by the laws of India. The courts at Jaipur, Rajasthan have exclusive jurisdiction over any dispute, subject to any agreed arbitration in an Order Form.
16. Contact
Darvik Innovative Private Limited, Flat 101, Plot 97–98, Narayan Vihar-B, Mansarovar, Jaipur 302020, Rajasthan, India · hello@darvikinnovative.com